AfrAsia Bank - Annual Report 2019 - PRINCIPLE EIGHT – RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

PRINCIPLE EIGHT – RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

ABL’s stakeholders are individuals or groups that have an interest in the Bank or are affected by its actions. The primary stakeholders of the Bank are employees and management, shareholders and investors, and government and regulatory authorities.

SHAREHOLDING STRUCTURE

AfrAsia Bank has a good mix of local and international private institutional investors of renowned reputation across various continents and had a capital base of MUR 7.7bn as at 30 June 2019. The Bank ensures that there is proper and efficient information dissemination to all its shareholders and that the rights of minority shareholders are not neglected. It is noted that 0.33% of the Bank’s shareholding is held by its staff.

The Bank's shareholding structure as at 30 June 2019 is as follows:

DIVIDEND POLICY

Dividends are proposed by management to its Board in line with the provisions of the Banking Act 2004, the Mauritius Companies Act 2001 and the Bank’s Constitution. Once the Board is satisfied with the Bank’s recommendation and once the solvency tests are met, approval of the Bank of Mauritius is then sought prior to distribution to shareholders.

Dividend On Ordinary Shares

The Bank has achieved a satisfactory financial return to allow dividends of MUR 186.4m (MUR 1.65 per share), declared and paid during the year under review (2018: MUR160.2m that is, MUR 1.50 per share /2017: MUR 100.4m that is, MUR 1.00 per share).

Dividend On Class A Shares

Dividend of MUR 74.9m were paid for the 6 months ended 31 December 2018 and MUR 72.2m for the 6 months ended 30 June 2018 (MUR 70.9m for the 6 months ended 31 December 2017, MUR 69.1m for the 6 months ended 30 June 2017).

EQUITY-SETTLED SHARE-BASED PLAN

Please refer to the note on “Other Reserves” contained on Note 31 of the Annual Report.

MATERIAL CLAUSES OF CONSTITUTION

Article 21.2 of the Bank’s Constitution provides for a list of reserved matters which must be approved by special resolution of the voting shareholders of the Bank.

Restrictions concerning the disposal of shares are set out in Articles 15 and 16 of the Bank’s Constitution. Such restrictions include the requirement to obtain the Board’s approval in connection with the registration of share transfers.

SHAREHOLDERS’ AGREEMENT

The provisions of the current shareholders’ agreement have for the most part been replicated in the Bank’s Constitution. The current shareholders’ agreement is between IBL Ltd, Intrasia Capital Pte Ltd, National Bank of Canada and the Bank.

SIGNIFICANT CONTRACTS

ABL has not entered into any significant contract with third parties during the financial year ended 30 June 2019.

MANAGEMENT AGREEMENTS

ABL has not entered into any management agreement with third parties during the financial year ended 30 June 2019.

GIFTS AND DONATIONS

The Bank made MUR 0.8m of gifts and donations during the year ended 30 June 2019 (2018: MUR 1.5m / 2017: MUR 0.6m).

POLITICAL DONATIONS

The Bank has not made any political donations during the year ended 30 June 2019 (2018 & 2017: Nil).

RELATED PARTY TRANSACTIONS

Please refer to the note on “Related Party Disclosures” contained on Note 36 of the Annual Report.

OUR KEY RELATIONSHIPS

Employees and Management

We continue to take a proactive approach towards our relations with primary stakeholders. When selecting suppliers, contractors or non-governmental organisations, we look for those that align closely to our values and areas of focus.

We offer a variety of ways for stakeholders to interact with us and provide feedback; we use this information towards understanding what is going well and improving areas of concern. We regularly review how we communicate with out stakeholders to ensure it is still appropriate in an ever changing fast moving world.

Below is an overview of our main stakeholders, how the Bank engages with them:

HOW WE ENGAGE WITH OUR STAKEHOLDERS	Face to face meetings CEO town halls Social events/activities Training and coaching External learning and growth opportunities Committees Recognition and reward Engagement Surveys/Pulse Checks Breakfast meetings with EXCO
THEIR CONTRIBUTION TO VALUE CREATION	Work towards achievement of our strategy - Key Performance Indicators Demonstrate passion towards a positive customer experience Help create & build positive working relationships Enhance trust on the market Help create a positive employer and corporate brand
WHAT OUR STAKEHOLDERS EXPECT FROM US	An environment that encourages growth and open communication The opportunity to achieve personal goals whilst aligning to the Bank’s objectives
WHAT CONCERNS OUR STAKEHOLDERS	A safe and healthy place to work Continued career growth Open door management style; with mutual trust A positive work culture Sustainability and CSR matters Regular feedback and coaching Competitive remuneration Financial and non-financial rewards Recognition A high level of empowerment and autonomy

Shareholders and Investors

HOW WE ENGAGE WITH OUR STAKEHOLDERS	Engage with all stakeholders on building a sustainable business Regular presentations AfrAsia Bank Sustainability Summit External workshops and seminars Newsletters Integrated reports, media releases and published results Board meetings Annual general meetings Investor relations Sustainability & CSR microsite Social media platforms
THEIR CONTRIBUTION TO VALUE CREATION	Investors provide the financial capital necessary to sustain growth
WHAT OUR STAKEHOLDERS EXPECT FROM US	Providing sustained returns on investment through sound risk management, strategic growth opportunities and good governance practices
WHAT CONCERNS OUR STAKEHOLDERS	Sustainability issues (Environment, Social, Economic) Delivering sustainable returns Leadership and strategic direction Corporate governance and ethics Progress with project pipelines, business plans and future growth projects A high level of employee engagement, empowerment and autonomy

Government and Regulatory Authorities

HOW WE ENGAGE WITH OUR STAKEHOLDERS	Regular meetings Workgroups with Bank of Mauritius and Financial Services Commission on regulatory guidelines, new legislations, laws and other matters Written communication Regulatory returns Onsite and offsite supervision by the regulators Trilateral meeting between the Bank of Mauritius, External Auditors and the Bank Regulatory approvals Providing information during Parliamentary debates through the Mauritius Bankers Association, Business Mauritius
THEIR CONTRIBUTION TO VALUE CREATION	The regulator provides the enabling regulatory framework Guidelines and instructions from the regulators issued from time to time
WHAT OUR STAKEHOLDERS EXPECT FROM US	Providing banking and financial services in a transparent, secure and sustainable way Ensuring and maintaining customer satisfaction Complying with acts, regulations and guidelines
WHAT CONCERNS OUR STAKEHOLDERS	Products and services being provided and the communication around same Compliance with laws, acts and regulations Transparency and accessibility to accurate, relevant and current information The Bank’s duty of confidentiality and data protection Duties of the Board and senior management Appropriate Customer Due Diligence and Know Your Client (KYC) exercise Risk management and internal controls Complaints handling and customer care Compliance with the principles of corporate governance

SOME KEY DATES

SHAREHOLDERS’ CALENDAR

Financial Year End	June
Annual Meeting of Shareholders	November

PUBLICATION OF FINANCIAL STATEMENTS

30 September quarter end	November
31 December quarter end	February
31 March quarter end	May
30 June year end	September

DIVIDENDS

Ordinary shares Dividends Declaration Payment	September Upon receipt of approval from local regulators

Class A shares Dividends Payment	Post June and December Upon receipt of approval from local regulators, post June and Decembe
Payment	Post June and December Upon receipt of approval from local regulators, post June and December

The Annual Report is published in its entirety on the Bank’s website.